Monitor for Nasdaq approval of the initial listing application and the closing of the Merger, expected in Q3 2026. The stock's post-offering performance will hinge on the combined company's ability to execute MBody AI's business plan and secure additional customer deployments beyond MGM and Caesars.
Executive Summary
Check-Cap Ltd. files Amendment No. 1 to its F-1 registration statement for a firm-commitment IPO of $12.5 million in ordinary shares, with proceeds earmarked to fund the pending merger with MBody AI Corp, acquire robotic systems, and develop the MBody AI Orchestrator platform. The merger is expected to close in Q3 2026, with former MBody AI equityholders owning ~90% of the combined company. The filing is a critical capital raise for a company with a going-concern warning and a history of losses, but the proceeds are earmarked for a transformative business combination with a pre-revenue AI robotics firm.
Key Facts
- Check-Cap is offering $12,500,000 of ordinary shares in a firm-commitment IPO at an assumed price of $8.72 per share.
- Net proceeds are estimated at ~$11.4 million ($13.1 million with over-allotment), with ~50% allocated to acquiring and deploying robotic systems.
- The merger with MBody AI is expected to close in Q3 2026, with former MBody AI equityholders owning ~90% of the combined company.
- Check-Cap has a going-concern warning and reported net income of $4.14 million in FY2025, compared to a net loss of $25.15 million in FY2024.
- One former MBody AI shareholder is expected to hold ~49.7% voting power post-merger and offering.
- The offering is contingent on Nasdaq listing, but the merger is not.
- The company has a history of losses and a going-concern warning.
- MBody AI achieved profitability in 2025 but had negative operating cash flow.
Financial Impact
The offering raises ~$11.4 million net, with ~$5.7 million (50%) for robotic system acquisition and deployment, ~$2.3 million (20%) for platform development, and ~$1.1 million (10%) for merger expenses.
Risk Factors
- Merger may not close by the extended December 31, 2026 deadline or at all.
- MBody AI is substantially dependent on two customers (MGM and Caesars) for revenue.
- Check-Cap has a going-concern warning and may require additional funding if the merger fails.
- New investors face immediate dilution of 87.4% from the offering price.
- One shareholder will hold near-majority voting power post-merger, limiting other investors' influence.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| F-1/A Filing (Primary) | 0001213900-26-090536 |
| Document: ea030232801ex-fee.htm | 0001213900-26-090536 |
| Document: ea030232801ex5-1.htm | 0001213900-26-090536 |
| Document: ea030232801ex23-2.htm | 0001213900-26-090536 |
| Document: ea030232801ex23-1.htm | 0001213900-26-090536 |
| Document: 0001213900-26-090536-index-headers.html | 0001213900-26-090536 |
| Document: 0001213900-26-090536-index.html | 0001213900-26-090536 |
| Document: 0001213900-26-090536.txt | 0001213900-26-090536 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | Press Release | $2.05 | awaiting T+5 | — | $1.95 (−4.88%) |
Sep 29, 2026 27d ago | EFFECT | $3.75 $3.24 | ▼ −13.60% | ▼ −15.55% | $1.95 (−48.00%) |
Sep 22, 2026 4w ago | SC 13D | $5.47 $3.54 | ▼ −35.28% | ▼ −34.61% | $1.95 (−64.35%) |
Sep 22, 2026 4w ago | 6-K | $5.47 $3.54 | ▲ +35.28% | ▲ +34.61% | $1.95 (+64.35%) |
Sep 16, 2026 5w ago | 6-K | $6.33 $5.47 | ▼ −13.59% | ▼ −15.41% | $1.95 (−69.19%) |
Sep 16, 2026 5w ago | Press Release | $6.33 $5.47 | ▼ −13.59% | ▼ −15.41% | $1.95 (−69.19%) |
Aug 28, 2026 8w ago | Press Release | $6.61 $6.37 | ▼ −3.71% | ▼ −3.56% | $1.95 (−70.50%) |
Aug 28, 2026 8w ago | 6-K | $6.58 $6.50 | ▲ +1.22% | ▲ +1.32% | $1.95 (+70.36%) |
Aug 27, 2026 8w ago | 424B4 | $6.57 $6.50 | ▼ −1.07% | ▼ −1.33% | $1.95 (−70.32%) |
Aug 26, 2026 8w ago | 6-K | $6.78 $6.48 | ▲ +4.42% | ▲ +4.30% | $1.95 (+71.24%) |
US Market Status
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